1. Scope and Contractual Basis

a) The General Terms and Conditions of Purchase (hereinafter "GTP") shall apply to all procurements (hereinafter "Orders") that Steinemann AG (hereinafter "Purchaser") makes from its business partner (hereinafter "Supplier"), unless expressly agreed otherwise in writing.

b) For all contracts entered into by the Customer for the procurement of products, materials, raw materials, tools and spare parts (hereinafter: Contract Products), whether on the basis of framework agreements, withdrawals from regular deliveries or individual orders, the Customer's General Terms and Conditions of Purchase, in the version valid at the time the order is received by the Supplier, shall apply exclusively. The Supplier is responsible for informing themselves of the current General Terms and Conditions of Purchase. Other terms and conditions of the Supplier, in whatever form, shall not be valid.

c) In case of contradictions between different contractual documents of the parties, the following order of precedence shall apply:

– Terms of the client's respective order

– other special agreements between the parties

cooperation agreements signed by the parties

– The mentioned AEB

d) The supplier agrees that, once the relevant AEB have been applied, in the version in force at the time the supplier receives the order, they may be applied to any subsequent order.

2. Request, Quotation, Order Confirmation

a) The requests that the client makes to the supplier are non-binding. The supplier will provide a free quotation.

b) The purchasing department only confirms orders initiated by their procurement department. Changes to orders are only binding if they are confirmed in writing (fax and email) by the procurement department to the supplier.

c) The supplier shall confirm the order at the latest within three working days by means of a written order confirmation sent to the contact person of the procurement department of the procuring entity named in the order, which shall include the reference number of the procuring entity, the price, the quantity and the delivery date.

d) The supplier's offer shall be binding for a period of at least two months from the date of receipt by the procurement office. If the supplier has already supplied a specific product in a similar form to a competitor of the contracting party, the supplier shall be expressly obliged to inform the contracting party thereof.

e) The supplier is obliged to provide the client with the competitor's drawings, product specifications, information on materials or data on the components of the contract products upon their first request.

3. Validity of the order

a) If the supplier is a legal entity, the order must be duly signed by the authorised representative as stated in the commercial register. If the supplier confirms the order by another legally binding document, duly signed by the supplier, that contains the text of the order, and there are discrepancies between the order and the supplier's order confirmation, the order shall take precedence unless the parties have reached a different written agreement.

4. Order

a) Orders are only binding if they are in writing. This also applies to all amendments, specifications, etc. The supplier is obliged to contact the customer immediately and before sending the confirmation if they identify an error or an open point regarding essential parts of the order, particularly concerning quantity, price, and delivery date. The supplier is obliged to familiarise themselves with the essential facts and circumstances as well as the purpose of the order.

b) The supplier is obliged to confirm the order in writing to the contact person in the procurement department of the procuring entity no later than three working days after receipt of the order.

5. Awarding of subcontracts

(a) Subcontracting to suppliers is prohibited without the express prior consent of the contracting authority. Without the written consent of the contracting authority, work orders for the manufacture of contractual products based on the contracting authority’s drawings (drawing parts) may not be passed on to manufacturers. The supplier shall be liable for its manufacturers in the same way as for itself. If the contracting authority designates the manufacturers in advance, this does not release the supplier from the obligation to monitor, assess and further develop the quality of the procured products.

6. Delivery, packaging and labelling

a) The delivery must be made DDP in accordance with the current version of the INCOTERMS®. Each delivery must be accompanied by a delivery note stating the order number issued by the client, the contents of the delivery, its description and quantity, as well as any additional documents specified by the client or required by law.

b) Partial deliveries are only permitted with the written consent of the procuring entity. If the supplier makes partial deliveries without the written consent of the contracting authority, the contract shall only be deemed fulfilled upon complete delivery of the order.

c) To identify and correctly classify the parts, the supplier must mark the parts, i.e. a packaging label, to ensure unique traceability of the parts. The marking of the parts shall be done, if possible, in agreement with the purchaser. The packaging units must be adequately labelled.

d) If the order is delivered with a net value of over CHF 5,000.00 (value after conversion from the agreed currency), the client is free to accept or reject the delivery before receiving the signed order as confirmation of the order. In the event of rejection, the delivery will be returned to the supplier at the supplier's expense. The supplier is obliged, when ordering dangerous goods that are subject to notification or declaration requirements under Serbian regulations or give cause for concern, not only to observe the applicable Serbian statutory regulations on packaging and labelling at the place of destination, but also, in order to fulfil its obligations regarding dangerous goods under Serbian law, to inform the client on its own initiative and to the necessary extent about the respective dangerous goods to be classified or about notifications/declarations. In the event that the supplier has to apply the EU Chemicals Regulation REACH (REACH Regulation) in whole or in part to the relevant range of goods, the supplier is obliged, on its own initiative, to meet the necessary requirements in terms of registration, notification/declaration and information. In the event that the supplier's registered office is located outside the territory of the EU, the supplier hereby declares that it has appointed an exclusive representative on the territory of the EU in accordance with Article 8 of the REACH Regulation, who will fulfil the requirements for the necessary registrations, declarations and communications in relation to the goods supplied by the supplier on behalf of the client.

e) The supplier undertakes to issue a full goods declaration and must comply with all requirements of the applicable domestic and foreign customs and foreign trade laws and obtain all necessary export permits. The supplier must properly and voluntarily inform the client in writing of all information and data that the client needs to comply with foreign trade law regulations for export, import, and re-import.

These may include the following documents:

– Certificates (e.g. FSC certificate, PEFC certificate) or declarations of conformity;

– Statistical indicator according to the current classification of foreign trade statistics and HS code (Harmonised System);

– Supplier's explanation;

– Certificate of Origin;

– Product declarations (for example according to DIN, EN, ISO or SN);

– Manufacturer's product data sheets;

– Safety data sheets;

– Delivery lists (e.g. summary of delivery notes);

– Delivery notes that contain at least the following data: order number, item number (client), gross/net weight, customs tariff numbers and precise quantities.

f) The supplier is obliged to provide the documents to the client within five days of the client's first request. The supplier shall also maintain a list of supplied products and keep it constantly updated. Costs associated with declarations shall be borne by the supplier. Declared products are binding for export, and any deviations require written approval from the procurement office. If the supplier breaches their obligations under Article 6, they shall bear all costs and damages that may be incurred by the procurement office.

g) Wood and wood materials must be labelled with the FSC or PEFC seal.

7.    Delivery Date, Availability, Default Interest

a) The agreed delivery dates are binding and are considered the arrival date at the agreed delivery location. No reminder from the client is required for delivery to be in default (due date agreement).

b) The supplier is obliged to inform the client immediately if circumstances arise or become apparent which indicate that the agreed delivery dates or deadlines cannot be met.

The supplier undertakes to comply with the agreed supply capacities in accordance with the Annex - Supply Capacity - and to pay the contractual penalties regulated therein in the event of default.

(d) In the event of a delay in delivery, the Supplier undertakes to pay a contractual penalty amounting to 1% of the value of the delivery per week, subject to a maximum of 5% of the net amount of the agreed contractual remuneration for the delay in delivery. Any further contractual or statutory rights and claims in connection with the delay (in particular to withdraw from the contract and claim damages) shall be governed by the statutory provisions. The contractual penalty shall be set off against any additional damage incurred. If the delay in the provision of the products necessitates faster transport, the Supplier shall bear the additional transport costs. Additional costs for unsolicited urgent shipments shall also be borne by the Supplier.

e) Unforeseen, unavoidable, and serious events (force majeure) shall release the parties from their obligation to perform for the duration of the hindering event. This shall also apply if these events occur at a time when the party affected by the event is in default. The parties shall inform each other as soon as possible and in good faith, and shall adapt their obligations to the changed circumstances.

Place of performance and place of delivery

a) The place of performance and delivery shall be the place where the customer is based. The customer's place of business is the location of the customer's headquarters (hereinafter: Headquarters). Should the location of the customer's production facility and commercial operations (hereinafter: Business Address) not coincide with the customer's place of business, the place of performance shall be the Business Address, which shall then be deemed the customer's place of business for the purposes of these T&Cs. If a place of performance other than the customer's place of business or Business Address is agreed upon, the customer must explicitly and in writing designate the aforementioned place of performance; otherwise, the transfer of risk from the supplier to the customer shall not occur.

9. Transfer of Ownership and Risk

a) Full ownership of the Contract Products shall pass to the Customer upon delivery at the place of delivery in accordance with Article 8. The transfer of risk shall occur in accordance with INCOTERMS®, as agreed in the respective order. The delivery note must be signed upon receipt of the goods, unless there is a discrepancy.

b) In the event of a serious accident, the supplier undertakes to bear all costs for the following incidents:

Dive bomb

Damage to boat or engine during recovery

– Use of tugs and salvage vessels

– Damage to the boat or engine during fire-fighting

– Loading and unloading costs in the port where the ship had to dock

10. Prices, invoices and payment

a) The agreed prices (in the agreed currency) are fixed prices. They include the costs of packaging, transport, as well as all customs duties and levies, taxes, comprehensive insurance and other expenses up to the place of destination. The prices are exclusive of the respective applicable value-added tax. Price changes require the express written consent of the procurer.

b) Where applicable to the contractor, one-off expenses for tools, stencils, programmes, adaptors, etc. are to be offered.

c) Invoices must include the purchasing department's reference number, the item number, the quantity, and the unit price, and must also comply with legal regulations and requirements.

d) The client shall make payment within 60 days of the complete provision of the service and receipt of a proper invoice by the client. The invoices must include the procurement office's reference number, the item number (supplier's item number and procurement office's item number), the quantity, and the unit price. In the event of improper delivery or performance, the client is entitled to withhold payment of the pro-rata value until proper performance. The supplier's payment terms are set out in the client's respective order and apply until otherwise mutually agreed.

e) Payment does not constitute acknowledgement of the contractual performance of the delivery or service. In the event of non-contractual delivery or service, the client is entitled to withhold payment proportionally until proper performance. Statutory rights remain unaffected even in the event of full payment.

f) The client's payment shall be deemed to have been made on time if the transfer order has been forwarded to the client's bank for processing within the agreed payment period.

11. Warranty for Defects in Title and Material, Liability for Damages, Insurance, Statute of Limitations

a) The procuring entity is obliged to inspect the delivery upon receipt.

b) In the event of a warranty claim, the client may, without prejudice to the statutory warranty rights, demand or arrange the following:

– If defective parts are identified as standard upon delivery or installation, the supplier is entitled, after written notification to the client, to immediately take back the defective delivery at the supplier's expense and provide replacements, i.e. to dispose of and/or remanufacture the parts.

– The client has the right to return non-contractually delivered goods to the supplier at their own expense and risk, unless the supplier wishes to accept the products and does so immediately.

– If timely return and exchange are not possible due to time constraints, the supplier is obliged to sort out suspect parts at the customer's site within 24 hours upon written request from the customer. If the supplier fails to comply with the request, then upon written request by the supplier, the sorting of the required quantities to maintain delivery capability shall be carried out by the customer's employees or external service providers (with cost reimbursement obligation), provided that subsequent performance is unreasonable for the supplier. The contractor shall bear the costs incurred as a result.

– If, due to a series defect, entire series of contract products or components incorporated into contract products supplied by the client need to be replaced, e.g. because error analysis is uneconomical, impossible or unreasonable in certain cases, the contractor shall refund the costs for the technically fault-free part of the series in question.

– The contractor shall bear the costs of damage caused to the client or third parties by defects in contract products.

c) For all warranty claims, the supplier is obliged to define and implement measures and to submit a statement on this matter to the client.

d) The supplier shall bear all costs arising from necessary recall or maintenance/repair measures, if these recall or maintenance/repair measures by the client are due to defects in the contract products.

e) If the client is rightfully claimed against by third parties – for whatever reason – due to material or legal defects in the contractor's delivery or service, the contractor is obliged to indemnify the client from any liability upon first request.

f) In addition to the scope of his normal liability insurance, the supplier must maintain and hold sufficient product liability insurance for personal injury and property damage to cover the product liability risk. The relevant insurance policies must be submitted to the client at their first request. Any further claims for damages by the client shall remain unaffected.

g) The warranty period for all material and legal defects shall be 36 months from the transfer of risk. The warranty period shall be suspended between the time of dispatch of a justified notice of defect and the proper subsequent performance by the contractor or the contractor's rejection of subsequent performance. In the event of subsequent delivery, the warranty period shall recommence.

12. Hidden Defects

1. If material defects are identified during the incoming goods inspection that were not apparent at the time of inspection (hidden defects), the buyer is obliged to inform the supplier within a reasonable period. In such a case, the statutory and contractual warranty period shall be taken into account in accordance with Serbian regulations (whereby the contractual warranty period, if longer, shall take precedence, see Article 11, letter g).
   

13. Inputs

a) Technical documentation, worksheets, models, matrices, templates, samples, test equipment, tools and other preliminary work provided by the client (hereinafter referred to as „preliminary work“) remain the property of the client. Preliminary work procured or produced by the supplier at the client's expense for the fulfillment of the contract between the parties shall become the property of the client.

(b) The Customer shall retain all rights to any materials supplied in advance which the Customer has paid for or made available to the Supplier. The Supplier shall only be entitled, with the Customer’s express consent, to make actual and legal use of such materials, to move them to another location, or to render them permanently unusable.

c) The duplication of preliminary work may only be carried out with the written consent of the client. The supplier is prohibited from making preliminary work or duplicated preliminary work available to third parties or using it for other purposes without prior written consent.

(d) The client’s original materials, as well as any copies thereof, must be returned to the client without delay upon completion of the order, without the need for a specific request.

e) Ancillary services, which are permanently or for the long term made available to the supplier for the purpose of contract execution, must be clearly labelled as „Property of Steinemann AG“.

f) The supplier is obliged to use the preliminary performances exclusively for the purpose of fulfilling the contract between the parties and to treat them with care. The supplier is particularly obliged to insure them adequately against fire, water and theft damage and to carry out the necessary maintenance and inspection work at the supplier's own expense.

g) Items sent in must be returned to the client immediately upon their first request, without prior notice and without stating reasons. The supplier is excluded from any right of retention due to non-payment of procured and manufactured preliminary services.

h) Raw materials remaining in the supplier's possession after delivery of the products manufactured with them may only be destroyed with the prior written consent of the client, who may demand to take over the remaining raw materials.

14. Intellectual property rights of third parties

(a) The Supplier warrants that all deliveries and/or services are free from any third-party rights, and that their provision and use in performance of this Contract do not infringe any patents, utility models, design rights or other intellectual property rights in Germany or abroad, unless the Supplier is responsible for such infringement.

b) The parties are obliged to inform each other immediately as soon as they become aware of any risks of injury and alleged incidents of injury, in order to be able to counteract any potential claims amicably.

c) If the use of the contract products by the customer is impaired by existing third-party property rights, the supplier is obliged, at its own expense, either to acquire an appropriate licence or to adapt or replace the items in such a way that the use of the contract products is no longer impaired by any third-party property rights, in accordance with the contractual agreement.

d) The supplier is obliged to transfer to the client, upon the client's request, any inventions or other transferable results of work that are subject to intellectual property protection, or for which the right to intellectual property protection cannot be excluded, and which have arisen in fulfilment of the contract concluded between the parties. To the extent required by statutory provisions, the supplier shall timely and effectively acquire inventions of the supplier's employees.

(e) If the supplier provides image material to the client for advertising purposes, the supplier must first ensure that they possess all necessary usage rights to this image material and are authorised to transfer these rights to third parties, particularly to the client. By sending the image material, the supplier authorises the client to use, edit or otherwise modify the image material in the manner permitted by the supplier to the extent agreed upon, in order to create and distribute advertising material. If the contractual use of the image material by the client constitutes an infringement of third-party rights, the supplier shall indemnify the client against all third-party claims.

15. Set-off

a) The client is entitled to set off claims of the client arising from business dealings against the supplier, or to assert any right of retention.

16. Confidentiality

The supplier is obliged to treat all data of the client mentioned in orders, as well as all facts, documents, information, etc., in particular all non-obvious commercial and technical details, approved documents such as samples, drawings, plans, illustrations and similar documents provided by the client to the supplier during their business cooperation, with strict confidentiality.

b) The supplier is obliged neither to grant nor to permit totally or partially, neither intentionally nor unintentionally, access to these information to private or public third parties (theft, illegal copying or use, actions with the intent to cause damage, etc.).

c) This obligation of confidentiality shall also apply after the contract has been fulfilled and shall extend to employees, auxiliaries, and any other individuals whom the supplier has engaged, even on a one-off basis, for activities related to the delivery.

(d) In the event of a breach of this obligation, the supplier may be required to pay an agreed contractual penalty amounting to 10% of the total value of orders received over the last 12 months.

17. Supplier Code of Conduct

(a) The supplier is obliged to comply with the laws of all applicable jurisdictions, in particular the regulations of the country of origin and the country of destination.

b) The Supplier shall not, directly or indirectly, actively or passively, engage in any form of bribery, the violation of the fundamental rights of the Supplier's employees, or child labour. Furthermore, the Supplier assumes responsibility for the health and occupational safety of its employees, complies with environmental protection laws, and demands and promotes adherence to the Code of Conduct by its own suppliers to the best of its ability. If the Supplier culpably breaches this obligation, we shall have the right, without prejudice to any other rights, to withdraw from or terminate this contract. To the extent that remedy is possible, this right may only be exercised after the expiry of a reasonable period set for remedy, during which the legal violation has not been rectified.

18.  Severability Clause

a) If a provision of these General Terms and Conditions of Procurement or a part of such a provision is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. This shall also apply in the event of a gap in regulation.

19. Judicial competences

1. The exclusive place of jurisdiction is the competent court in the Republic of Serbia.
   

20. Applicable Law

a) The entire legal relationship between the parties shall be exclusively governed by Serbian law.

b) The conflict of laws rules relating to private international law and the UN Convention on Contracts for the International Sale of Goods (CISG, also known as the Vienna Sales Convention) are excluded.